Estate of Pearl I. Amlie, Deceased, Rodney B. Amlie, Executor - Page 44

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          the FACC option given to Mr. Hill.  The valuation specialist                
          consulted by the conservator concluded (in the fall of 1994) that           
          the FACC option had no value, because of the multiple variables             
          that might affect the relative values of the FABG and FACC stock            
          during the 5-year period before the FACC option was exercisable             
          (in October 1999).  This view of the value of the FACC option               
          figured prominently in the valuation specialist's conclusion that           
          the $118 price was fair.  Rod's experts disagreed and convinced             
          the district court that the FACC option had significant value.              
               We are persuaded that the value of the FACC option became              
          easier to discern over time, as the exercise date drew nearer,              
          and that later in the 5-year option period it became clear that             
          FACC stock would be more valuable than FABG stock on the exercise           
          date, rendering the FACC option more valuable.  Indeed, the                 
          parties have stipulated that FABG was willing to pay more for               
          decedent's FABG stock in 1997 than it offered in connection with            
          the 1994 Agreement because of the higher value FABG assigned to             
          the Hill Rights in 1997.  Thus, the disparity in the $217.50 per-           
          share price obtained for the stock by Rod in August 1997 and the            
          $118 per-share price in the 1995 FSA is attributable, at least in           
          part, to the passage of time and the apparent appreciation of the           
          FACC stock in relation to the FABG stock over that period, and              
          not to any deliberate undervaluing of the stock in the 1995 FSA.            
          This factor bolsters the conclusion that the terms of the 1995              






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